Jake Nunn
About Jake Nunn
Independent director (since May 2024) and Chair of the Nominating & Corporate Governance Committee at Zenas BioPharma (ZBIO); age 54 as of April 28, 2025 . Nunn is a Partner at SR One Capital Management, LP (joined October 2022; became Partner June 2024) with prior roles as partner/venture advisor at NEA, partner/analyst at MPM BioEquities Fund, healthcare research analyst/portfolio manager at Franklin Templeton, and investment banker at Alex. Brown & Sons . He holds an A.B. in economics (Dartmouth), an M.B.A. (Stanford GSB), and is a CFA charterholder (member, CFA Society of San Francisco) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| SR One Capital Management, LP | Partner (joined Oct 2022; Partner Jun 2024) | 2022–present | Investor-director perspective; affiliated with a >5% holder in ZBIO |
| New Enterprise Associates (NEA) | Venture advisor; Partner (Jun 2006–Jan 2019) | 2006–2019 (partner) | Long-tenured biotech investor/operator |
| MPM BioEquities Fund (MPM Capital) | Partner and analyst | 2001–2006 | Public markets/life sciences investing |
| Franklin Templeton Investments | Healthcare research analyst and portfolio manager | Not disclosed | Buy-side analysis/PM experience |
| Alex. Brown & Sons | Investment banker | Not disclosed | Capital markets/M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Addex Therapeutics Ltd. (Nasdaq: ADXN) | Director | Since Jun 2018 | Current public company directorship |
| Regulus Therapeutics Inc. (Nasdaq: RGLS) | Director | Since Jun 2019 | Current public company directorship |
| SR One Capital Management, LP | Partner | Since Jun 2024 (joined Oct 2022) | Affiliated with 11.7% ZBIO holder via SR One entities |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not listed on Audit or Compensation .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq and SEC rules; applies to Nunn .
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of board/committee meetings while serving. Nominating & Corporate Governance Committee was established at IPO and did not meet in 2024 .
- Risk oversight remit: Nominating & Corporate Governance Committee oversees board independence and potential conflicts; Audit and Compensation oversee financial/cyber and compensation risk, respectively .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) – Jake Nunn | 14,000 | Reflects partial-year service and role; see director compensation table |
| Non-employee Director Cash Policy (effective Sept 2024) | Board retainer: 40,000; Nominating Chair: 8,000; Nominating member: 4,000 | Policy adopted at IPO |
| Non-employee Director Cash Policy (effective Jan 1, 2025) | Board retainer: 40,000; Nominating Chair: 10,000; Nominating member: 5,000 | Retainers increased for 2025 |
Performance Compensation
| Award Detail | Grant Date | Type | Shares/Options | Exercise Price | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Annual/Initial Director Grant (IPO-related) | Sep 2024 | Stock Options | 37,000 | $17.00 | Annual vesting over 3 years (service-based) | 479,668 |
| Options Outstanding at 12/31/24 (Jake Nunn) | n/a | Stock Options | 37,000 | n/a | Service-based; unexercised | n/a |
Notes:
- Director equity awards are time-based; no disclosed performance metrics (no PSUs/TSR frameworks for directors). Options granted under the 2024 Plan; exercise price at grant-date close .
- Director compensation is subject to annual cap: $750,000 (or $1,000,000 for lead independent director/first year) .
Other Directorships & Interlocks
| Company | Type | Role | Interlock / Holder Exposure |
|---|---|---|---|
| Addex Therapeutics (ADXN) | Public biotech | Director | None disclosed with ZBIO |
| Regulus Therapeutics (RGLS) | Public biotech | Director | None disclosed with ZBIO |
| SR One-related funds | Investor | Partner at SR One | SR One entities collectively held 11.7% of ZBIO as of Apr 14, 2025 |
| Director Affiliations Matrix | Governance | — | ZBIO lists Nunn as affiliated with SR One Capital Management, LP |
Expertise & Qualifications
- Finance and life sciences investing expertise; board experience across multiple biotech companies .
- Education: A.B. Economics (Dartmouth), M.B.A. (Stanford GSB); CFA charterholder .
- Governance role: Chairs Nominating & Corporate Governance (board composition, succession, conflicts oversight) .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Apr 14, 2025 (record date) | — | <1% | No shares reported beneficially owned; options not exercisable within 60 days |
| Options outstanding (12/31/24) | 37,000 | n/a | Outstanding director options (service-based vesting) |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Ownership Form | Notes |
|---|---|---|---|---|---|
| Oct 9, 2025 | Purchase (via Securities Purchase Agreement dated Oct 7, 2025) | 63,158 | $19.00 | Indirect | Held by SR One Capital Opportunities Fund I, LP; reporting person is Partner at SR One and LP in SR One Capital Opportunities Partners I, LP; disclaims beneficial ownership except to pecuniary interest. Separate indirect line shows 1,946,564 shares held by another SR One fund. Post-trade indirect holdings include 1,173,395 shares line item |
Related-Party Exposure and Conflicts
- Major holder affiliation: SR One entities held 4,911,539 ZBIO shares (11.7%) as of Apr 14, 2025; Nunn is a Partner at SR One. Board determined directors (excluding CEO) are independent under Nasdaq; Nominating Committee oversees conflicts .
- Pre-IPO investors’ rights: Fourth Amended and Restated Shareholders Agreement provided board seats pre-IPO and registration rights (demand/S-3/piggyback) that persist per terms; Nunn among directors previously elected under this agreement .
- Financing with affiliated holders: In May 2024 Series C financing, entities affiliated with SR One purchased 23,238,113 preferred shares (~$40.0M); ZBIO discloses this as a related party context with multiple board-affiliated investors .
Policy Controls and Practices
- Anti-hedging: Directors/officers prohibited from hedging or monetization transactions; designed to align with shareholder risk .
- Clawback: Nasdaq-compliant incentive compensation clawback policy adopted (Rule 10D-1) .
- Related party review: Audit Committee must review/approve related person transactions; formal written policy adopted .
Director Compensation (Context and Structure)
| Element | 2024 – Nunn | Structure / Terms |
|---|---|---|
| Cash (retainers/fees) | $14,000 | Per policy; board/committee retainers; partial-year service |
| Equity (options grant-date FV) | $479,668 | 37,000 options @ $17.00; annual vesting over 3 years (service-based) |
Governance Assessment
- Strengths: Independent director; deep capital markets and biotech investing background; chairs Nominating & Corporate Governance (succession/composition/conflict oversight); anti-hedging and clawback policies in place .
- Alignment: Director pay is largely equity-based (time-vested options). Insider purchase (indirect via SR One fund) in Oct 2025 adds positive signal of investor alignment, though held through affiliated fund and disclaimed beyond pecuniary interest .
- Considerations: Investor–director interlocks are prominent (SR One 11.7%; Enavate 9.0%; Longitude 6.0%); Nunn’s SR One affiliation is a potential conflict area if matters involve SR One, mitigated by independence determinations and committee oversight policies .
RED FLAGS
- Class action litigation: A securities complaint filed in U.S. District Court (Massachusetts) following the IPO names directors including Nunn; allegations include offering disclosure adequacy (status: allegations, not adjudicated) .
- Board/committee cadence: Nominating & Corporate Governance Committee did not meet in 2024 given late formation at IPO—watch for 2025 activity and refresh practices .
Overall, Nunn brings financial acumen and network connectivity valuable for a newly public biotech, but his SR One affiliation alongside significant holder representation warrants continued monitoring of related-party safeguards, recusals, and transparent committee oversight .